CGI Buys $859M of its Shares from BCE

On January 12, 2006, CGI Group Inc. and BCE Inc. announced the completion of the purchase for cancellation by CGI of 100 million of its class A subordinate shares owned by BCE for a total purchase price of $859,230,000. In connection with the closing of the transaction, various commercial agreements between CGI, BCE and certain of their respective affiliates were amended and extended. Also in connection with the closing of the transaction, CGI increased its bank facilities by $200 million.

CGI was represented in-house by André Bourque, senior vice-president and chief legal officer of CGI, and by McCarthy Tétrault LLP with a team led by Jean-René Gauthier that included Benjamin Silver, Patrick Boucher and George Maziotis (securities), Jean-François Boisvenu and Anne-Marie Durand (financial services) and Pierre Laflamme (tax).

BCE was represented in-house by Michel Lalande, vice-president – general counsel of BCE, and by Stikeman Elliott LLP with a team that included Pierre Raymond, Jean Marc Huot, Benoît Dubord and David Massé (securities).

The special committee of the board of directors of CGI established in connection with the transaction was represented by Fasken Martineau DuMoulin LLP with a team led by Robert Paré that included Michel Boislard and Daniel Yelin. The bank lenders were also represented by Fasken Martineau with a team led by Marc Novello that included Martin Racicot.